AMEREN SUPPLEMENTAL RETIREMENT PLAN

The principal objective of this Ameren Supplemental Retirement Plan (“Plan”) is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives.  The plan is designed to provide a benefit which, when added to other retirement income of the executive, will meet the objective described above.  This restated plan will become effective on January 1, 2005, unless indicated otherwise, and will be effective as to each participant on the date he or she is designated as such hereunder.

1.1.   “Ameren” means Ameren Corporation.

1.2.   “Ameren Deferred Compensation Plan” means the Ameren Deferred Compensation Plan, as amended, renamed or restated from time to time.

1.3.    “Code” means the Internal Revenue Code of 1986, as amended.

1.4.    “Company” means Ameren Services Company, as agent for Ameren and administrator of the Plan.

1.5.   “Employee” means a person who is classified as a salaried employee by the Employer and who is a participant in the Retirement Plan.

1.6.   “Employer” means Ameren or any of its subsidiaries which adopts the Plan with the consent of Ameren and which has employees who are participants in the Retirement Plan.

1.7.   “Participant” means an Employee who has satisfied the eligibility requirements of Section 2.

1.8.   “Plan” means the Ameren Supplemental Retirement Plan.

1.9.   “Plan Year” means the 12-month period commencing January 1 and ending on December 31.

1.10.   “Retirement” means termination of employment after attainment of at least age 55.

1.11.   “Retirement Plan” means the Ameren Retirement Plan as in effect as of the date a determination of benefits is made under this Plan.

1.12.   “Specified Employee” means a key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) determined in accordance with the meaning of such term under Code Section 409A and the regulations promulgated thereunder.

2.1            Eligibility .

Any individual who was a Participant in the Plan on December 31, 2007 shall continue as a Participant in this Plan on January 1, 2008.  On or after January 1, 2008, each Employee whose benefits under the Retirement Plan:

(a) are limited (1) by operation of Code Section 415 or Code Section 401(a)(17) or (2) due to the exclusion of earnings deferred under the Ameren Deferred Compensation Plan or

(b) would be entitled to an increased benefit under the Retirement Plan due to additional service credits for benefit purposes granted to such Employee by a written employment agreement executed between the Employer and such Employee,

shall be eligible to be designated a Participant in this Plan as of any January 1 following the date his or her Retirement Plan benefits are limited or enhanced as described above.  The Company shall designate those Employees who meet such requirements as eligible and shall indicate the effective date of their participation in accordance with procedures established by the Company.  After being designated as eligible, an Employee shall become a Participant on the following January 1.

2.2     Vesting .

A Participant shall be vested under this Plan as of the date each such Participant is vested under the Retirement Plan.

3.2            Benefits for Retirement Plan Participants on or after January 1, 2005 .

The amount of benefits payable to a Participant covered under this Section 3.2 will equal the excess (if any) of A. minus B. below:

A.           The amount which would have been payable to the Participant under the Retirement Plan (as of the date benefits commence under this Plan or, if an election to defer under 3.4B is applicable, as of the date the Participant terminates employment) without

regard to the limitations of Code Section 415 and Code Section 401(a)(17) but including, for such purpose, any amounts deferred by the Participant under the Ameren Deferred Compensation Plan.

B.           The amount payable to the Participant under the Retirement Plan (as of the date benefits commence under this Plan or, if an election to defer under 3.4B is applicable, as of the date the Participant terminates employment).

3.3.            Death Benefit .

A.           If a Participant dies after attaining at least age 55 but prior to receiving benefits under the Plan, the Company shall commence distribution of the Participant’s benefits to the Beneficiary according to the method selected by the Participant under Section 3.4B, equal to the amount which would have been payable to the Participant under the Plan as if he or she had terminated employment on the date of his or her death, calculated in accordance with Section 3.2.  If a Participant dies prior to attaining age 55 and prior to receiving benefits under the Plan, the Company shall commence distribution of the Participant’s benefits to the Beneficiary in a lump sum.  The benefits shall commence no later than 30 days after the date of the Participant’s death.  Neither the Participant nor a beneficiary shall have a right to designate the taxable year of the payment.

B.      If a Participant dies after commencement of his or her benefits under the Plan, payments (if any) to his or her Beneficiary shall be determined in accordance with the form of payment elected by the Participant.

C.           Beneficiary means the person or persons designated by a Participant to receive the death benefits (if any) payable under Section 3.3; provided that, a designation of a Beneficiary other than the Participant’s spouse shall be effective only if (i) the Participant’s spouse consents to such designation in writing which consent has been notarized or witnessed by a Plan representative or (ii) the Participant establishes to the satisfaction of the Plan Administrator that the consent may not be obtained because there is no spouse or because the spouse cannot be located.  If the Beneficiary fails to survive the Participant, or if the Participant does not designate a Beneficiary, the amounts otherwise payable to a Beneficiary shall be paid to the person or persons in the first of the following classes of successive preference: (1) the spouse of the Participant, (2) the Participant’s surviving children, equally, (3) the Participant’s surviving parents, equally, (4) the Participant’s surviving brothers and sisters, equally, or (5) the Participant’s executors or administrators.

3.4            Timing and Form of Payment .

A.            In General .  Subject to an election under Section 3.4B2, benefits under this Section 3 shall be payable in the form of a lump sum, regardless of the form of payment elected by the Participant or Beneficiary with respect to benefits payable under the Retirement Plan.  Subject to Sections 3.4B and 3.4D, benefits under this Section 3 shall commence on the first day of the month following the month in which the Participant terminates employment or as soon as administratively practicable in accordance with Section 3.4F.

B.            Election to Defer .  A Participant may elect to defer his or her payment from the Plan in accordance with one of the following options:

1.            Deferred Lump Sum .  The Participant may elect to receive his or her single lump sum payment on March 1 of the calendar year following the calendar year in which the Participant terminates employment with the Employer.

2.            Installments .  The Participant may elect to receive either monthly or annual installment distributions for a period of five (5), ten (10) or fifteen (15) years.  The Participant may elect to receive the first installment on the date he or she terminates employment or on March 1 of the calendar year following the calendar year in which the Participant terminates employment with the Employer.  If the Participant’s lump sum benefit under the Plan as of the date installments are to commence is less than or equal to $20,000, an election to receive installments shall be void, and such Participant